Fifty Shades of Caryl
by melinda08
Summary: Daryl and Carol find themselves alone, and what happens next was the last thing they'd been expecting. As it turned out, it was the thing they needed the most. Smut!
1. Chapter 1

"You busy?" Carol asked as she passed Daryl in the hallway of the prison cell they'd all been sharing for some time now.

"Kinda. Gotta help Rick take care of a few walkers. You okay?"

She smiled. "Want to come by my cell tonight?"

He looked at her, puzzled. "What for?"

"I don't know. Guess we'll find out when you show up," she teased. Without waiting for a reaction Carol walked off, leaving a confused Daryl to watch her and wonder what she was up to.

0000

During his errands with Rick, he couldn't help but wonder what Carol was planning. Of course, he didn't dwell on it- walkers were still a danger, even if they seemed a bit contained at the moment.

Still, the thought of being alone with Carol at night both excited him and scared him to death at the same time.

"Daryl!" Rick shouted. "You paying attention? There's a few over there I need you to get."

Brushing off all thoughts of Carol, Daryl nodded. "You got it."

Man would night ever fall? Apparently it would, just not soon enough.

0000

He really, really didn't know what he was doing. He'd stopped to turn around more than once. But he'd made it this far, he might as well see what she wanted from him.

"Hey.." he tapped on the wall, getting her attention.

"You came," Carol said, seeming a bit sure of herself.

"Why wouldn't I come?"

"I'd give anything if I could," she replied quite mystically.

He had to do a second take. Sure, she'd flirted with him, hell, he'd even flirted back, but that...she couldn't mean what he thought she did, did she?

"Come on in, Daryl. I won't bite. Not unless you want me to."

He took a step back. Grinning, she stood up and took his hand. "It's okay. I'm just messing around. You don't mind, do you?"

He really did not know what to say.

"Come on, it's me. I just...I just needed to talk to someone."

"You couldn't have talked to Rick?" he muttered.

That made her laugh. "Ummm...no."

This was getting stranger and stranger by the minute.

"Sometimes a girl's just got to have someone to talk to, to listen to her...sometimes she just needs a friend," she explained.

"What's up?" Daryl finally asked, wondering what was really going on.

"Here, sit by me. It's okay. I promise." Carol took his hand, catching him by complete surprise. Sure, they shared the occasional touch or nudge, but the longest act of physical contact they'd shared was on that awful day at the barn.

For some reason though, he decided not to protest. Sensing his hesitation, after they were both seated facing each other, Carol relaxed her grip. "Can I ask you something? It's kind of personal. I don't mean to embarrass you; it's just that, well...it's you. I trust you."

He looked down, unaware of the slightest trace of a grin that spread across his face. Not a huge grin by any means, but it was there, and she had noticed.

"You ever been with someone- since all of this started?"

Her bluntness made him nearly choke on his saliva. He knew what she meant- since all the walkers and all, but still for her to bring something up like that...

He was ready to laugh her off, to walk away knowing she'd played a great joke on him, but something stopped him. It was the look on Carol's face. She didn't look like she was joking around or teasing him. It seemed-kinda honest and real. "It's been a while," Daryl finally settled on answering.

"You miss it?"

He shrugged. "Ain't got no time to think about it. Really ain't no point."

"I do. I think about it a lot."

For some reason that totally took him by surprise.

She sensed his hesitation-or was it embarrassment? "I know, you're probably thinking I'm crazy, with everything Ed put me through."

He hadn't wanted to say it, but she was right.

"It's okay, Daryl. He hadn't always been the man you all saw. At first he was kind of charming, kind of sure of himself- he made me feel pretty. He made me feel special."

With everything in him, he wanted to tell her she hadn't needed to depend on Ed to make her feel those things. She sure was pretty, and sure as hell was special.

She looked down. "I really- really hadn't been around the block that much. A high school boyfriend, but we both wanted different things. I wanted to settle down, have a family. He wanted better things, college, money, stuff like that."

He said nothing, still, he listened.

"Then when things with Ed got bad- I swore I didn't want to be with anyone else. I didn't want to be in the position of needing anyone else, of feeling anything else."

He couldn't look at her. He had a feeling he knew where this was going, and he had no idea how he would respond.

"Daryl, look at me," she ordered gently but firmly. He obliged, and their eyes met for what seemed like the longest time. "I know with everything going on and all the craziness that's out there, sex is definitely not a priority for anyone. It shouldn't be, anyhow. But I'm only human. I have feelings. I have needs and wants. I'm tired of being alone."

"You're not alone."

Just the gentleness of his tone of voice seemed very reassuring to her. "I know, Daryl- we all know- you're a great looking guy. If the situation was different- if we all led normal lives- we both know you could have any girl you want."

"But-" she put her finger on his lips. "I want you, for whatever that's worth."

That meant something to him, but he couldn't' bring himself to tell her that. It meant a lot, actually.

"My question is- do you want me, too?"

Taking a deep breath, Daryl tried to think about how to proceed. But yet again, Carol was full of surprises tonight. She leaned in and kissed him. Not on the forehead or on the cheek, the way a good friend would.

No, that kiss was so much more than that. He touched her face, and found himself returning the kiss.

Carol wrapped her arms around his neck, and he drew in closer to her.

This was going to be one hell of an evening.

TBC+


	2. Chapter 2

It seemed as if just as soon as he gave in to whatever it was going on between them-it had been going on for a long time, at least it had for Carol- Daryl surprised her by pulling back. Turning his back on her, Daryl now seemed a million miles away although they were only inches apart.

"Hey," Carol said softly as she touched his back. She could feel his muscles tighten at her touch. "What's going on?"

He said nothing; instead of giving her the attention that she'd been seeking, Daryl found himself looking at the floor.

Coldly removing her hand, she stood up and turned away. Now it was Daryl's turn to do the observing.

"Just go," she ordered in a direct tone of voice- it was one he'd heard her when she was instructing the children, but never with him.

"Carol..." he managed to say but she wasn't having any of it.

"I get it. I really do," she replied defensively without even looking at him.

Still sitting, he continued to watch her. "What do you 'get'?"

"That this-whatever it is I thought we had going- is a mistake. It's all in my head. I'm sorry, Daryl. It won't happen again."

"It ain't like that," Daryl snapped, without even meaning to.

"Then what is it? That even in the end of the world you can't throw me a pity fuck. That's all right. I understand. I really do."

Now he stood up. Angrily, he responded. "I told you, it ain't like that!"

Surprised, Carol slowly turned around. Her eyes narrowed as she spoke. "Then what? What is it? What is it about me that turns you off so? I'm not to shy to admit that you turn me on, more than you realize. At night- I used to have dreams, bad dreams. About Ed. About Sophia. But lately I've been having other kinds of dreams- good ones. Some days all that gets me through them is knowing just for a little bit, even in my dreams- I'll have just a little piece of you. But I do get it- you don't feel the same. I respect you enough to not bother you any more. Now if you can just do me a favor- let me be, at least for a little while?"

Her eyes haunted him, and he knew that if he didn't act fast that they would continue to haunt him for a long time to come.

She closed her eyes, waiting. Waiting for what, he didn't know. But he kind of figured it had more to do with Ed than it did Daryl himself. He'd hurt her, everyone knew that.

"Hey..." he muttered. "When me and Merle found your camp- you knew I pretty much kept to myself."

Not quite following him, nonetheless Carol opened her eyes and nodded in agreement.

"What you don't know-what Rick don't know- is that me and Merle, we really weren't joining you guys to help out."

"Then why..."

"We were going to wait till the time was right- then at night we were going to sneak off, with all you'all's food and whatever else we could get."

Carol, to his surprise, actually kind of smiled. "Your brother always was a wild card."

"It wasn't his idea." Daryl paused. "It was mine."

Carol didn't look at him, didn't want to embarrass him, didn't want him to think any less of him for that. "We've all done things we're not so proud of."

"Maybe," he acknowledged.

"Then why didn't you- why didn't you take what you needed and then hit the road?"

"I don't know. Never got around to it, I guess."

"No, guess you didn't. You stayed, and you proved yourself. That has to count for something, doesn't it?" she smiled at him once again.

He said nothing.

"Why...why are you telling me this now?" Carol queried.

"Merle- when he and I were on the road for ourselves before the shit hit the fan with the governor and all, he asked me why I stayed."

"Why did you stay?"

She could see it in his eyes- he wanted to be real with her, but hadn't the confidence in himself or in her to do so. It doesn't matter now."

"I don't know. I guess I saw how you all took up for each other. I ain't never had that in my life. My brother, he up and joined the army, leaving me all alone with our stupid piece of shit daddy."

It was obvious he wasn't going to elaborate; Carol wasn't going to push him. She knew what he was saying, better than anyone else.

"I'm sorry, Daryl. You didn't deserve that."

He looked at her briefly. "Neither did you."

That made her feel good. Yes, it had been kind of nice when Shane had beat the hell out of Ed for what he had done, but somehow in his own way, Daryl's words to her meant even more.

"I'm sorry for tonight. I didn't mean to..."

"Hey, I ain't Ed. You don't have to keep saying you're sorry for everything. You're not always wrong, you know."

"What's that mean?"

Daryl took her by surprised her and got just a little bit closer to her. "You ain't wrong, that's all."

And as her eyes met his, suddenly Carol wasn't so sorry for starting all this. Did he want her? That, she couldn't be sure. But she did know one thing- he was worth fighting for, even if it took some time.

Usually the first one to look away from their little glances, this time, if he felt awkward, he wasn't showing it.

Carol, reminded of just how far Daryl had come, kissed his forehead. She turned around, fully prepared for him to just leave, for things to be left where they at. But what she hadn't been expecting was the touch of his hands on her neck.

As his lips met the nape of her neck, he could feel the chills that overcame Carol, and it kind of made him feel good.

"You still want this.." he growled, and she sighed.

"More than you know."

The next thing Carol knew was that she suddenly felt the warm touch of a man on her for the first time in a long time- and she didn't hate it.

Far from it.

TBC


	3. Chapter 3

As soon as she felt Daryl's warm lips on her cool neck, Carol instantly felt sensations she'd never felt before in her entire life. Obviously she was no virgin, but with the few other men she'd been with, sex had been a chore, nothing more, nothing less. It had honestly never occurred to her that sex could be so much more than that.

It could actually be...fun.

Who'd have thought a shy, backwards redneckish guy a few years younger than her could have made her feel so...moist?

The insides of her thighs were already trembling with anticipation, and her own female parts were aching- but in the most pleasant way humanly possibly.

Yes, Carol was more than ready for this.

But was Daryl?

She wanted to open her eyes, to tell him they didn't have to do this, that they could still be friends. But it was kind of hard to think of Daryl as just a friend while his tongue grazed the inside of her ear.

It was quiet, so quiet. The only noise audible to Carol was the sound of her own breathing, slight gasps for air in anticipation of what was to come. Then Daryl caught her completely off guard- he was still behind her, tracing kisses hungrily along the nape of her neck, when she felt something that stopped her dead in her tracks.

He'd now pulled her as close to him as possible, and in that moment, Carol realized- this was real. He wanted this as much as she did. The stiffness coming from his own body against hers spoke volumes.

It told her everything she'd wanted, needed to know.

She was dying to reach around, to see if that stiffness was real (like it wouldn't be, especially at this point) but for some reason she just couldn't bring herself to touch him. Not yet. Daryl Dixon was standing behind her, obviously very ready to make love to her for the first time. This could not get any better.

She started to turn her head, to take in the sight of Daryl doing whatever he was doing, but he wouldn't have none of that. He started kissing her neck with just a little more pressure, and for the life of her, she couldn't move even if she wanted to.

There was no chance in hell she would move away at this point anyhow.

Suddenly she felt the oddest sensation-it took her a minute to realize what was going on. Daryl had taken his tongue and glided it down her neck, just for a second. She'd never had any orgasm without her vibrator, but at that moment, she knew she could throw it away forever. If he kept doing what he was doing...Carol would no longer care if she ever had another orgasm in her life.

She stood so quietly, taking in every little kiss he'd been planting on her, that she became suddenly very self-conscious of her heavy breathing. So she held it in, only to realize that it wasn't her own breathing she'd been listening to. It was Daryl's, which only served to make her feel like she was dying the most heavenly death possible second by second.

She started to reach around, wanted to, needed to know him in every way possible. But Daryl abruptly grabbed her hand and held it against her chest. The way their hands hit, she opened her eyes and realized that Daryl Dixon was now touching her chest.

She could definitely die a very happy woman at this point.

It didn't take long for Daryl to quickly slip his hand under her shirt and find what he was looking for. She could feel his hand trembling against her skin, that he was as nervous about this as she was. But any kind of verbal encouragement would only ruin the moment, and she couldn't take that chance.

So she backed into him just a little more, now fully appreciating the effect their actions were having on him. She was dying to know what he was hiding underneath his jeans, but for right now, the position she was in left her a pretty good idea.

The more she wiggled, responding to every touch and kiss, the more it only encouraged Daryl to keep on going. It was getting dark, very dark, but she'd never felt safer in her life.

After fumbling with her bra a bit (it was a bit old, not one of the prettier ones she'd wished she could have had at the moment) but if it bothered Daryl, he didn't let on. She could feel his hands shaking so bad as he tried for the life of him to unhook the damn thing.

Finally, breaking free from his grip, Carol stepped out in front of him, her back still to his front, and she quickly unclasped that awful barrier. She quickly removed her shirt, then strap by strap she let the bra hit the floor.

She couldn't put this off any more. She just had to see him, to take in the sight of him at this moment. So Carol slowly turned around, half-naked but absolutely perfect in Daryl's eyes.

Just the way he couldn't take his eyes off of her- that was more than any other lover had ever done with her. Most of the time Ed, when he was in the mood, would turn her over and just take her, the hell with any kind of foreplay.

But to see with her own eyes- Daryl didn't have to say it- but she could see that he thought she was beautiful. It was more than she could have ever hoped for.

Finally he averted his gaze from her chest to her eyes, oh so briefly. But the look of pure lust in her eyes answered any doubts he might have had still. He walked closer to her, and instead of looking away from each other, they both gazed at each other's faces, gauging the emotions they were both experiencing.

"Close your eyes,' Daryl muttered.

Confused, she reluctantly obeyed, and she was glad she did. For in the next second she felt the slight pressure of his lips on hers, and they were both hungry for more.

She opened her mouth just a bit more, to receive his tongue, to try to drive him as crazy as he was her.

But he had other plans for her, it seemed.

Daryl quickly started kissing her face, down to her neck. That alone felt amazing, and she tightened her eyes.

What happened next totally threw her.

She opened her eyes and saw what she'd never even let herself imagine- Daryl Dixon's mouth was now all over her small chest. Oh, God, she thought.

"You okay?" he looked up.

Damn. She must have been thinking out loud. "Yes...please...don't...don't stop," she begged.

He didn't say anything, but returned his attentions to her chest. Just as soon as Carol thought she would just flat out orgasm right then and there, he distracted her by picking her up in his arms.

What would happen next, she honestly had no idea.

He laid her on her cot, while he knelt at the end of it. She opened her eyes.

"I can't do this if you're gonna be looking at me," he complained. Smiling, she shut her eyes, fully prepared to take in Daryl at any second.

But what happened next...totally blew any expectations out of the water.

She could feel him fumbling with her jeans, trying to take them off of her. Next came her panties. She was so wet she spread her legs knowing he would have no problem getting inside her.

But then the most overwhelming and unexpected sensation Carol had ever felt hit her like a ton of bricks.

Actually it felt more like waves, waves of the most intense pleasure she'd ever known. The pressure was way too gentle to be his cock or even his finger. That could only mean...

Oh, dear God, Carol thought as she arched her back and clung tight to the makeshift pillow she'd found. He couldn't...he wouldn't...

But as her long-awaited climax hit her, she knew without a doubt what he'd just done.

Never in a million years did she ever think that this could happen to her, let alone with Daryl.

But there was no question- he'd just given her oral sex, and there were no words to describe what she was feeling.

Smiling contently, her hands starting to release their grip from the pillow, she let out a sigh.

"You okay?" he asked as he started to stand up.

"Hey you, where do you think you're going?" Carol smiled suggestively as she started to kneel in front of him.

"You don't...I don't think...you really...Oh, God damn it!" he closed his eyes as Carol knelt in front of him on the cold hard floor, all the while taking him in her mouth.

He'd had that done to him a time or two, of course, but it had been a long, long time. He'd just assumed Carol wouldn't do that, either through bad experiences or whatever, but it turned out, he was wrong.

He'd never been so happy to be wrong in his life.

He just had to peek- he couldn't help himself. Carol's eyes were closed, completely focused on nothing but his pleasure, and he loved her for that. She opened her eyes just for a second, and continuing what she was doing, her eyes met his for a second.

Someone so innocent looking, so fragile looking- doing that...it should have seemed so wrong, but if it were, he sure as hell didn't care.

Now using both her hands and her mouth to pleasure him, part of him was just ready to let go, to come right then and there. But he couldn't do that, not to Carol. She deserved better.

So he pulled back and she looked at him, waiting for his next move.

"I think you'd best lie down," he growled.

After obeying, it didn't take long for Daryl to climb on top of her. It was a narrow cot- a bed would have been perfect- but after everything they'd each been through, individually and collectively, there was nothing gonna stop this, no matter what.

As soon as he entered her she moaned. "You okay? Do you want me to..."

"OHGODDON"TSTOP!" Carol breathlessly replied.

Frozen, he wasn't sure what to do next. Carol took the lead in a way by wrapping her legs around his and pressing against him. Guess she meant what she said.

With not much space, Daryl propped one hand on the cot and the other on the wall to steady himself. He'd kind of forgotten just how awkward sex could be.

She was giving every bit as much as he was. She wasn't like the few girls he'd been with, just laying there and letting him do all the work.

No, he was fucking Carol, and she was definitely fucking him right back.

He could sense by the tightness of her thighs that she was definitely gonna come. He slowed down, figuring she needed a minute.

"Damn it, Daryl, don't you stop now. Fuck me hard...harder!" she breathlessly ordered.

He'd never heard her talk like that. There was no time to ponder it, what it meant. So he obliged and he felt her tense up in ways he didn't think she could.

She didn't look at him, but the look on her face- the satisfaction, the pure happiness...and damn it, she was pretty smokin, and it had been a while, so it didn't take much longer for him to come, too.

"Shit," he muttered as spasms took over his entire body. He collapsed on top of her, and for a minute the only sounds they both heard where of heartbeats and two people desperately trying to catch their breath.

After a minute, Daryl now felt self-conscious, more than he ever had in his life. He grabbed his clothes, turned around and tried to hide in the corner as he dressed. Carol wasn't ready to dress yet, but she did cover herself with her sheet.

He was turning around. He was going to leave! Carol didn't even care that she dropped the sheet, that she was completely naked while he was dressed and aiming to leave.

"Don't you want my phone number? Maybe you could call me sometime," she grinned. He turned around and found himself laughing as well.

There was so much more he wanted to say, but he just couldn't. Not now. Instead he just nodded his head and excused himself.

She would have liked for him to stay longer, but as things still stood- she had no reason in the world to complain at all.

After getting dressed, she wanted to crawl up and go back to sleep but there were wet spots on the sheet.

She smiled and folded it up. In a few hours she could wash it. So instead she slunk down on the floor, against the wall, and closed her eyes. She would be reliving this moment over and over again just as long as she could.

Yes, she was sure it was a one time thing. She couldn't have asked for a more perfect evening.

Little did she know that for Daryl, whatever it was that had started between them that night, it wasn't over. Not by a long shot.

tbc


	4. Chapter 4

Daryl walked to Carol's cell, to tell her he couldn't do this, that it wasn't right. Everyone who loved someone else, they only got hurt. Their loved ones died, that was a fact. Carol should have known that- look at Sophia. Look at Lori. Look at Merle.

It wasn't like he didn't enjoy what had happened- he'd kinda wondered about it, if things ever went down that road, but he always stopped himself from picturing the act itself. He didn't know why- it was kinda like he didn't want to think of Carol as anything other than a friend. It wasn't as if he didn't care about her, it was just...he didn't know.

There was a noise coming from her cell. His first thought was the walkers had gotten in , that they had gotten her, that he'd never have a chance to tell her...anything...anymore.

So he adjusted his crossbow as fast as he could and walked up to the cell.

No, it wasn't the walkers that had gotten to Carol.

It took him but a second to realize what was going on.

There were some moaning going on, but most definitely not the walker kind.

Although she had covered herself up with a sheet, there wasn't any doubt what was going on.

This was wrong- he shouldn't be watching this. Hell any of the group could walk by at the moment- what was she thinking?

Her eyes closed tightly, her breathing very audible, her hand doing something he'd never dreamed of her doing-

He bit his lip. Damn this was wrong. But she was so lost, so deep in her own little world, that he could have left right then and there and she'd never have known Daryl had been witness to this.

But he didn't leave.

Her breathing erratic, it seemed as if she would soon achieve what she'd been aiming for.

The smell of sex permeated the air like he'd never experienced before.

He wanted nothing more at that moment than to join her.

"Daryl..." she cried out, causing him to freeze up before taking any other action.

Just the sound of her calling out his name like that, in such a personal moment...it was definitely doing something for him.

She cried out for him once again. Her eyes shut tightly, her body stiffening up, her legs spreading just a bit...it was obvious what was happening, or what was about to happen.

"Daryl...I wish you were here...I need you now..." she muttered while continuing her movements.

Fuck. Fuck fuck fuck.

"Hey," he finally spoke up. "It's me."

Her eyes still shut, she smiled and beckoned with her free hand for him to join her. He set his bow down and then started to approach her.

That's when she looked up at him.

He'd never freaked out so much in life.

It was definitely Carol who looked at him-her hair gave her away. But at the same time, it wasn't her. It was a walker, and she was going right for his jugular.

One hand on his crotch she leaped up and pounced. He was a dead man.

Then he opened his eyes, nearly drowning in a pond of his own sweat.

This was going to be one long-ass night.

tbc


End file.
